Rochester Roentgen Ray Society, Inc.

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Code of Conduct for Directors and Officers

 

In order to effectively carry out its mission, the Corporation requires the members of its Board of Directors and its Officers to conduct themselves and carry out their duties in good faith and with honesty, integrity, due diligence and reasonable competence. Directors and Officers agree to abide, in all respects, with this Code of Conduct and all other documents, rules and regulations that govern the Corporation including but not limited to the Corporation's Certificate of Incorporation and By-laws as well as all applicable federal, state and local laws and regulations.

Directors and Officers must act at all times in the best interests of the Corporation and not for personal or third-party gain or financial enrichment. The Corporation will be exempt from taxation under Internal Revenue Code Section 501(c)(6).

Directors and Officers shall:

Perform their assigned duties for the Corporation in a professional and timely manner pursuant to the Board's direction and oversight.

Provide goods or services to the Corporation as a paid vendor only after full disclosure to, and advance approval by the Board, and pursuant to any related procedures adopted by the Board.

Exercise proper authority and good judgment in their dealings with the Corporation's suppliers and the general public.

Not abuse their position by improperly using it or the Corporation's services, equipment, resources, or property for their personal or third-party gain or pleasure and shall not represent to third parties that their authority as a Board member or Officer extends any further than that which it actually extends.

Not participate or intervene (including publication or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office on behalf of the Corporation or when acting in their official capacity including using their affiliation with the Corporation in such a way as to suggest or imply that the Corporation supports a particular candidate or party.

Not speak on behalf of the Corporation or its Board unless specifically authorized by the Board or the Corporation's By-laws.

Maintain the confidentiality of information entrusted to them by the Corporation and any other information of a confidential nature acquired by them as a consequence of the Director's and Officer’s service, unless expressly authorized or legally mandated. Whenever feasible, they will consult the President prior to making any disclosure they believe is legally required.